Ben's Harem
by Darth Ceberous
Summary: Ben gain's a Harem thorough a new feature in the omnitrix
1. Chapter 1

"Come on come on why won't you work. Stupid computer." Ben grumbled to himself as he tried to access his computer. He had finally gotten some free time by himself and was trying to beat one out between constantly trying to save the world. Ben's current problem though was that his grandfather had outfitted his computer with some alien plumber tech, a feature that Ben usually loved after all who wouldn't want a laptop with the processing power of a supercomputer that always had internet access. The one downside of his souped up laptop was that his grandpa had installed a content blocker which was preventing Ben from accessing porn sites.

"Fine I know one way to get you to work." Said Ben accessing the Omnitrix on his wrist and turning the dial to show the Silhouette of Upgrade Ben pushed down the plunger and with a flash of green transformed into the Alien. Flowing forward Ben changed shape and formed around the Laptop accessing and upgrading the laptop. The Laptop began to flash and where as the Advanced plumber tech reacted weird with the interaction of the Alien form, Ben had taken and with a flash of green everything around ben went black.

When ben awoke he had reverted back to his human form, looking around Ben was laying in a field of white sand and a dark sky overhead.

"Who are you?"

Spinning around toward the voice Ben couldn't believe his eyes standing in front of him where four of the hottest women he had ever seen. Four woman who weren't supposed to exist on account of them being character's in a anime series that ben enjoyed watching. Four women who incidentally had been trying to look up porn of before his computer reacted weird.

"Hey didn't you here what Tier said who are you." said shouted one of the woman who ben recognized and Emilou Apacci.

"My name is Ben, where are we?" Asked Ben as he rose to his feet.

"You are in Hueco Mundo." Said the leader of the group one that Ben had recognized as Tier Harribel, Ben had to fight the urge to stare at her chest the Busty Espada's breasts seem larger in real life than they were in the show or pictures he had looked up.

"That can't be right Heuco Mundo is from Bleach it's just a tv show, how could I be in a Tv show." There was a bright flash of light from his Omnitrix before a hologram of Azimuth appeared in front of him.

"Access to creation prototype feature enabled, Ability to create and form prototype creatures in small pocket simulation complete, you may exit the simulation at any point all unsaved creation will be permanently deleted upon exit." with that short explanation the hologram shut off leaving Ben and the four Aranncarr standing in the desert.

"Hu i didn't know it had that feature." said Ben as he looked down at the watch.

"Did that watch just say it created us." Said Mila Rose focusing on the watch on Ben's wrist.

"Yeah it's called the Omnitrix it allows me to turn into any Alien that it has DNA of." Said Ben "And apparently it can create and manifest being's that you give it a template of, I'll have to ask Azmuth about that when I get back, he is the one who made this watch." Ben added the last part upon seeing the confused look on his audience's faces.

"The device said that we would be deleted when you exit this simulation." Said Tier staring at ben with a piercing gaze.

"It said that only unsaved creation would be deleted so all I have to do is figure out how to save this place and, what are you doing?" Shouted Ben as Tier pulled back her already scantily clad shirt to reveal her enormous breasts.

"Giving you a good reason to save us." Said Tier as she approached ben her massive breasts bouncing, wrapping her arms around Ben's neck Tier pulled the startled boy down into her boobs sandwiching his head between them.

Ben couldn't believe that his face was currently between the breasts of Tier Harribel something he would admit he had dreamed of many times. Reaching around Tier Ben placed his hand on the womans ass her pants having convenient holes around her hips and the side of her ass allowing Ben's hands easy access to Tier plump ass. Squeezing and playing with Tier's ass cheeks, Ben pulled is head back and took one of Tier's nipples into his mouth causing the blonde woman to moan as he began to suck on her breasts.

Mila and Sung-sun both moved up behind Ben as he sucked on there leader's breasts, running there hands under Ben's shirt, the two women began to strip Ben as her continued to suck on tier's breasts. Pulling back to allow Mila and Sung to pull the shirt off of him, turning his head to the side as Mila leaned in Ben began making out with her. Their tongue's wrestling with each other as they made out Ben was slightly disappointed when she pulled back but felt his already hard cock jump in pleasure as Mila winked at him before leaning in and sucking on Tier's right breast.

Leaning in Ben latched on to Tier's left breast as he and Mila began to work over Tier's breasts causing the woman to moan in pleasure as she was double teamed. Not to be left out Sung dropped down to her knees where she began to pull down Ben's pant's gasping in surprise at the hard Ten inch cock that sprung up to meet her. Reaching out Sung took ahold of Ben's cock her hand barely wrapping around the cock, the Arrancar girl began to slowly stroke and pump Ben's cock causing the boy to moan into Tier's breasts.

Pulling her hand back from Ben's cock Sung quickly stripped out of her clothing to kneel back Tier and the two currently sucking on her tit's. But instead of going back to Ben's cock Sung began to remove the pants of Tier and Mila, leaving Tier naked and Mila in only her shirt. Reachin up and taking Ben's right hand Sung guided it to her mouth sucking on two of Ben's fingers making them slick before guiding them to Tier's dripping pussy. Pushing Ben's fingers inside of Tier, Sung smiled as she heard her leader moan in pleasure.

Turning back to Ben's cock Sung wrapped her hand around Ben's cock giving it a few pumps before leaning in and running her hand around the head of Ben's cock slowly circling the head before leaning in and taking the cock deep into her mouth. Smiling around Ben's cock as she heard the boy moan and thrust his cock into her mouth Sung began to bob her head up and down as she took more and more of his cock into her mouth. Sung relaxed her throat and allowed all ten inches inside of her throat taking all of Ben's cock inside her throat. Sung kept her mouth on Ben's cock as she heard the Teenage boy Moaning into Tier's breast before pulling back with an audible pop.

Getting up Sung pulled Ben away from Tier causing the boy to groan in disappointment at having Tier's massive tits pulled away. Shoving the boy down onto his back Sung swung her leg over Ben and sat down straddling his chest and keeping the boy from rising up. Ignoring the boy's protest, Sung leaned forward and grabbed ahold of Ben's cock, hearing the boy groan under her, giving the cock a pump before pointing the cock straight up.

"Your seat is ready Lady Tier." Giggled Sung as she looked up to where Mila was still sucking on Tier's ass. The dark skinned Arrancar pushed Mila away from her as she moved to Straddle Ben's waist, Standing above the boy and Sung Tier reached out and grabbed ahold of Sung's head pulling the girl toward her Tier shoved Sung's face into her crotch.

"Get me ready slut." Sung moaned into Tier's pussy in response as she extended her tongue and began to lick Tier's pussy. Savoring the taste of her mistress's pussy Sung continued to pump Ben's cock making sure the boy stayed hard as she worked her tongue inside of Tier's cunt. Not that Ben needs any help staying hard as he has a perfect view of Sung's dripping pussy as well as her devouring Tier's cunt the dark haired girl gulping down copious amounts of juices that where spewing from Tier's pussy.

Humping Sung's face Tier decides she is ready pushing back Sung Tier smiles down at her fellow Arrancar her own pussy juices dripping from the girls chin and coating her face. Lowering herself down Tier reaches down and takes Ben's cock from Sung lining it up with her pussy the Espada slowly lowers herself down, Tier sinks down on Ben's cock taking all Ten inches inside her. Only used to having one of her Fraccion eating her out Tier moaned as she feels her pussy stretched like never before. Rocking her hips back and forth Tier began to ride Ben as she began to bounce on his cock, all Ten inches stretching her to her fullest as she rose up and down.

Sung scooted back as she watched Tier begin to ride the young man's cock Feeling Ben's breath on her pussy as he moaned and groaned under Tier's Skills. Pushing her pussy against Ben's face Sung moaned in pleasure as she felt Ben begin to lick her pussy. Ben's tongue flicking along her clit Sung leaned forward as she smashed her small tit's against Tier's massive ones. Her nipples rubbing against Tier's as her leader bounced up and down on Ben's cock, Leaning forward to Kiss Tier Sung is stopped short as Mila Rose steps between Tier and Sung her Pussy Presented to Tier and her ass presented to Sung.

Sung watched in surprise as a moaning Tier lunged forward and buries her face between Mila's legs tonguing the Arrancar's pussy and causing the girl to throw her head back and moan. Deciding to follow her leader's lead Sung spread Mila's ass cheeks and lunged forward shoving her tongue into Mila's ass.

Emilou had stripped out of her clothes as she watched Tier, Mila, Sung, and Ben fucking in front of her, and was currently rubbing her pussy as she watched the ongoing fuckfest. Rubbing her clit as she watched Tier ride Ben EMilou moaned as imagined it was her who was making Tier moan like she was. Emilou stopped playing with herself as she sat there in shock as Mila stepped between Tier and Sung. Emilou watched as the object of her desire leaned forward and began to eat out her friend. Slowly rubbing her clit in a circular motion EMilou moaned as she watched Mila writhe in pleasure between Tier and Sung.

Ben was in heaven he had two of the hottest women her had ever met riding him one on his cock and one on his face. Focusing on Sung's clit Ben worked his tongue in a circular motion swirling his tongue around, before pulling back and spearing his tongue deep inside of Sung's clit. Sung Screamed into Mila's ass as she came squirting in Ben's mouth and grinding her cunt against his face. Gulping down Sung's juices Ben began to thrust his hips up against Tier's hipps. As Sung finished cumming she moved off of Ben's face pulling Mila along with her as the two fell into the sixty nine position.

With Sung and Mila no longer on top of him Ben was free to roll Tier over onto her back, Giving Ben the chance to pick up the pace and pound down into Tier. Leaning forward Ben Kissed Tier their tongues wrestling for dominance. Pulling back Ben smiled as Tier gave a moan every time he bottomed out inside of her. Ben continued to plow Tier Harribel for another twenty Minutes causing the dark skinned blonde to cum twice under him before he felt his balls begin to tighten, burying his cock all the way into Tier Ben groaned in pleasure as he began to fill Tier with copious amounts of cum.

Ben withdrew his cock from Tier's pussy no Longer plugged up his cum oozed out of the older woman as she lay back on the ground practically fucked into a coma. Looking down at the quietly moaning Tier Ben was contemplating having another go before a noise caught his attention. Looking over Ben felt his cock harden at the site of Emilou, her hand a blur as she frantically worked her clit as she stared down at Tier's naked form. Stepping around Sung and Mila who were currently eating each other out Ben gave Mila's, who was on top, ass a slap as he moved by enjoying the site of her ass jiggling from the impact. Approaching Emilou, Ben smiled down at her.

"I can't tell are you jelous of me for fucking Tier or are you jelous of Tier for getting my cock?" Asked Ben as he stroked his cock while standing next to Emilou.

"Like i would ever be jealous of a puny human like you." Said Emilou as she stopped rubbing her pussy turning away from Ben as he continued to stroke his cock next to her.

"So you wish you could have been with Tier." said Ben smiling as a blush spread across Emilou's face. "Looks like i'm right. Well if your really interested in Tier my cock is currently covered in her juices." said Ben as he waved the aforementioned cock near Emilou's face. Emilou's differently colored eyes were wide as saucers as she stared at Ben's dripping cock.

Just as Ben thought Emilou was going to tell him off again the girl lunged forward and began to lick his cock. Ben gave a loud moan as Emilou's tongue traveled all over his cock reaching out Ben grabbed ahold of the large horn sticking out of Emilou's forehead. Ignoring the glare he received Ben continued to hold onto Emilou's horn as the Arrancar continued to lick clean his cock. Licking up the last of Tier's juices from Ben's cock Emilou pulled back jerking her horn out of Ben's hand.

"Why did you stop i was getting close." Said Ben

"Like i would ever let a pathetic human cum on me." Said Emilou her arrogant attitude returning no longer having any of Tier's juices to lick up.

"Why not Tier seems to like my cum." as he spoke Ben nodded towards where Tier was currently laying cum still oozing out of her pussy.

"But i understand you don't want to be fucked by a puny human well i can fix that." Turning a dial on his watched Ben selected the perfect Alien to deal with this stubborn arrancar, pushing down the plunger Ben transformed with a flash of green. Emilou's eyes went wide as standing in front of her where once was a human now stood a massive nine foot tall Orange and black tiger man. What shocked Emilou the most was the massive 18 inch cock currently standing tall and hard between the creature's legs.

"Time for Rath to show this little lady what she needs." reaching down Ben grabbed ahold of Emilous by her leg before pulling her up to dangle upside down in front of him. Spreading Emilou's legs Ben raised the girl up towards his face, extending his tongue Ben drug his tongue across Emilou's pussy, causing the girl to let out a scream of pleasure as Ben's rough tongue rubbed across her pussy. Ben's rough tongue began to work it's magic causing Emilou to writhe in pleasure as she felt her orgasm approaching. Emilou's juices where running down her stomach as she screamed in pleasure, as her orgasm washed over her. Flipping Emilou around Ben took ahold of Emilou by the waist as he positioned her over his monster cock.

"Wait there is no way that thing will fit in me." Said Emilou as she began to squirm around unable to escape from ben's iron Grip.

"Rath thought little lady was better than Puny Ben Rath thought Emilou was better than Ben." Said Ben as he began to push his cock against Emilou's dripping cunt.

"I was wrong your not a puny human I'm not better than aaaugh." Emilou's frantic begging was cut short as she felt the head of Ben's now massive cock stretch out her pussy. Emilou could feel every ridge and vein on Ben's new cock as he slowly pushed it into her, stopping at about nine inches. Not only was Ben's cock massive but because of Ben's new Alien Biology his cock was covered in backward facing spines, while not hard enough to hurt or cause any pain the spines did however give his cock a rough bumpy texture which added to the pleasure of anyone lucky enough to take his cock inside them, something Emilou was currently experiencing.

Using only the first nine inches of his cock Ben began to bounce the girl up and down on his cock causing Emilou to moan and scream as her pussy was stretched around Ben's monster cock.

"My My aren't you a little slut Emilou." Turning to look at who was speaking Ben and Emilou saw that Tier had finally recovered from her well fucked state and was currently watching the pair fuck.

"Tier it's not, oh fuck, it's not what it looks like." Moaned out Emilou between thrusts as Ben continued to fuck the moaning Arrancar.

"Sshh, stop pretending like you are not enjoying this." Said Tier as she placed her finger against Emilou's lips. Looking up at Ben Tier winked at him before looking back at Emilou.

"I want you to take all of his cock." Said Tier as she began to rub her pussy. "I know you have a crush on me Emilou, If you can take all of his cock into you I'll let you have my pussy." Tier whispered the last part into Emilou's ear causing the girl to Instantly thrust back against ben taking another three inches of cock into her before she had to stop now having a full foot of cock buried inside of her.

Looking back over her shoulder to Ben Emilou began to beg. "Fuck me bury your intire cock into me please, Make me take the entire thing i don't care if you break me just fucking force it in." Ben was in shock at hearing Emilou beg for such a brutal fucking he had known from how she licked clean his cock that her crush on Tier was bad but he had no idea how strong her feelings really where.

Taking ahold of Emilou by the waist Ben began to pull her towards him sinking his entire cock all the way inside of the screaming girl. Feeling his ball's touch against Emilou's pussy Ben realised that he now had all 18 inches buried inside of Emilou, who was currently spasming and cumming on Ben's monster cock barely able to hold himself up as her pussy clamped down on Ben's cock. Slowly lifting Emilou up before slamming her back down Ben began to fuck Emilou infront of Tier pounding the near catatonic girl as Tier layed down infront of the fucking couple spreading her legs and fingering her pussy. Emilou's legs and arms dangled down as Ben fucked her lifting her up and down as if she was nothing more than a sex toy. Feeling himself once more approaching orgasm Ben buried all 18 inches into Emilou giving a ground shaking roar as he pumped Emilou full of cum. Holding Emilou up as he pumped cum into Emilou there was a flash of red as the omnitrix timed out causing ben to revert back to his human form. No longer a massive Alien Ben was unable to keep holding Emilou the way he had been and dropped the girl in front of him.

"Sorry." Said Ben after dropping Emilou onto the floor. But before Emilou could send back a cutting retort the two were interrupted by Tier.

"Emilou i think you have earned your reward." Said Tier Spreading her Pussy as she motioned for the girl to approach her. Emilou completely forgetting about ben crawling forward and burying her face between Tier's legs lapping up her crushes juices as well as Ben's cum which was still leaking from Tier's pussy.

Watching Emilou's ass raise up in the air as she ate out Tier's pussy Ben was tempted to join in and fuck the girl once again, deciding against it Ben turned to the other two girls who had been entertaining each other as Ben and Emilou fucked. Mila currently had Sung pinned to the floor as the larger girl scissored the Sung. Moving behind them Ben once again began to turn the dial on the omnitrix selecting the correct alien Ben hit the plunger and once again with a flash of green Ben transformed into an Alien. Standing in Ben's pace was a large four armed Alien, most impressive was the two twelve inch cocks hanging between his legs. Kneeling behind the two moaning girls Ben pushed Mila forward against Sung as he lined up both cocks with each of the girls pussy. Shoving both cocks into the two girls below him causing both two moans in pleasure.

Mila and Sung began to make out as Ben began to fuck them, Ben began to thrust into both girls causing them to moan into each other's mouth as he pounded away at there snatches. Ben loved the contrast of the two girl's pussy while Sung was incredibly slick and he glided inside her effortlessly Mila was incredibly tight and seemed to cling to his cock. Using his four arms Ben reached down and began to grope and play with both Mila's and Sung's tits. Ben pounded both girls continuously as first Sung then Mila began to cum there pussy's clenching and spasming around his hard cocks. Ben's large set of balls continuously slapping at Sung's ass as he thrust into both girls, while transforming allowed ben to cum more than once, having already cum two other times that day had left him very sensitive and on a hair trigger meaning that he didn't last nearly as long as he did with Tier or Emillou. Thrusting inside Ben finished cumming pumping both girls full of cum before once again the omnitrix timed out and ben fell back onto the ground. As he lay there all four of the women gathered around him snuggling up to him all five fell asleep with Ben promising himself he would be learning more about this feature of the omnitrix.

**As always Pm me or leave a review if you have any idea for this story or any other stories. I am not really familiar with the lore of Ben 10 so my apologies for anything that is wrong. Also feel free to contact me on Discord with the link code ****xZ5ASm**


	2. Chapter 2

Ben 10 X Fairy Tail

Four Arms X Mirajane and Lisanna

Blitzwolfer X Cana

Fairy tail Part one

"Ok so run me through this one more time I think I understand what happened." Said, Ben

"Ok look in simple terms you were somehow able to access one of the earliest prototype features I built into the Omnitrix. Basically, it is capable of building a small miniature world in order to test the viability of the DNA it has acquired." Said Azmuth as he paced back and forth on the table in front of Ben. "Remember I made the Omnitrix as a device to bring about peace in this world well I had to be certain that the DNA wasn't flawed or have any other negative side effects before you transform into them. That program has quietly been running in the background every time you acquire new DNA and add another Alien to the Omnitrix." Been glanced down at his Omnitrix the green Alien glow now something he found comforting since receiving the watch all those years ago.

"That still doesn't explain how it created new beings from Anime characters?" Said Ben.

"the Omnitrix was also created as a safeguard against the Extinction of a race. Though never tested it was intended to be able to not only copy but create new creatures from the DNA or other information it was given, what you accessed was the first part of the program which created them in that simulation, the next phase of the program would have involved transforming into a Celestialsapien and willing them into existence, of course, you could have always skipped using the simulator, but I always assumed it would be easier if you had a good idea of what you were creating." Finishing his tale Azmuth moved over to the edge of the desk and motioned for Ben to show him the Omnitrix. A little hesitant out of fear that Azmuth will figure out what he did with Tier and the others, after all, he doubted that Azmuth would consider using the Omnitrix as a sex toy a proper use for his Universal peace watch. Nevertheless, Ben stood there quietly as Azmuth adjusted and worked on the Omnitrix.

Watching closely Ben watched as Azmuth attached what looked like a port onto the Omnitrix.

"Hear this will allow you" to reconnect the Omnitrix to your computer to once again access the simulator, being the wielder of the Omnitrix you should have access to all its features." Said Azmuth as he proceeded to show Ben how to connect the Omnitrix to his computer and access the new features.

After returning to his home Ben wasted little time reconnecting the Omnitrix to his computer where he decided to get reacquainted with his new friends as Ben was about to bring up the program with Tier and her Fraccion he happened to see one of his Anime DVDs looking down at it he noticed that it was Fairy Tail. Fairy Tail had always been one of Ben's favorites mainly because of the massive tits that all the girls in the series seemed to be sporting the countless times Ben had spent rubbing one out at the thought of being able to get with any of the girls from that series.

Making his decision Ben logged on to his computer before activating the new simulator. Waking up in what appeared to be the guildhall of Fairy Tail looking around Ben was confronted by Five women Recognizing them as Lucy, Cana, Mirajane, Lisanna, and Brandish.

Ben could see all the girls giving him a once over before Mirajane and Lisanna walked up to him.

"Who are you?" asked Mirajane as she stood in front of Ben her Arms crossing her arms in a Stern expression but only resulting in lifting up her breasts and showing off her cleavage.

"I'm Ben."

"And why did you appear in our guild?" Questioned Mirajane as she leaned forward to give Ben a questioning look. Ben started to give the same answer as he told tier that he had created this world but he decided against it.

"I'm a writer for sorcerer weekly and I'm writing a story on the top ten most desirable women in all of Fiore. The grand prize for number one is 20 million Jewels." At the statement of 20 million Jewels caught all of their attention expressly a certain busty blonde and an equally chesty brunette who practically shoved her way between Mirajane and Lisanna in order to get in front of ben.

"Twenty million I would have to worry about rent ever again," said Lucy.

"Do you know how much booze I could buy for twenty million." Said Cana

"What do I have to do to win?" Said both women together.

"Strip" replied Ben getting a shocked look from each of them.

"What" screamed both the girls in unison as the backed away from Ben.

"Well for a contest with this big of a prize at stake I need to make sure you can't cheat with enchanted clothing or something like that." Said Ben as the two women continued to stare at him.

"It makes sense." Said Mirajane who had already begun to remove her clothing, letting her yellow dress fall to the floor to reveal the white bra and panties she wore underneath, as she reached back and unfastened her Bra Been had to stop himself from drooling as the two perfect pale orbs where revealed.

"There are a lot of enchanted beauty accessories out there?" Said Brandish who much to Ben's delight was already naked her large breasts hanging free and Ben noticed a trimmed pink line of public hair sitting above her pussy.

Following her sister's lead Lisanna began to undress while not as large as Mirajane's, Ben could wait to get ahold of the younger girls tits as well or better yet playing with both pairs at once.

Seeing that Lucy and Cana were still just staring at him Ben decided to move on to the next step with Mirajane and Lisanna first.

"Now there's no contest that you're very desirable on looks alone but in order to win this contest you need to prove that you have the skills to back up your looks." Said Ben as he approached the two naked sisters.

"What skills are you talking about?" Said Lisanna as Ben stopped right in front of her.

"The skills to please a man."

"Oh did you bring a man for us to demonstrate on." Said Mirajane in a very airhead manner looking around the room. Ben just stared at her with an unamused look, activating the Omnitrix and transforming into four arms. Reaching out and grabbing Mirajane four arms pushed her to her knees before shoving the head of his 14-inch cock into her mouth. Mira gave a muffled scream as the first six inches of four arms massive 14-inch cock rammed down her throat.

"And here I thought a model like you might actually be skilled enough to win but I guess not." Unknown to Ben he had accidentally said the perfect thing to Mira because while Mirajane might seem like a very easy-going woman she was also very competitive, and hearing four arms doubt her ability caused Mirajane to begin to work on four arms cock.

Bobbing her head up and down Mirajane was distracted by the fact that four arms possessed two massive fourteen-inch cocks and while one cock was in Mirajane's mouth the other one was currently laying across her face as she tried to Bob her head on four arms cock. Getting fed up with the other cock in her face preventing her from properly sucking Four Arms cock. Pulling back Mirajane turned to Lisanna before pulling her sister down next to her. Grabbing four arms second cock Mirajane pointed it at Lisanna.

"Hear you take this one while I suck the other." Said Mirajane.

"What Mira I've never aaugh." Lisanna was cut off as Mirajane shoved her head down onto four arms second cock causing the girl to gag as the tip hit the back of her throat. As Lisanna began to gag on one of Four arms cocks Mirajane returned her attention back to the cock in front of her, opening her mouth wide. Taking the hint four arms thrust his hips forward once again sinking his cock down Mirajane's velvety throat but also managing to jam another four inches of cock down Lisanna's gagging throat meaning the young girl now had nearly ten inches of cock inside her mouth.

"Fuck Lisanna your throat feels so good." Groaned Four arms once again triggering Mirajane's competitive side causing the white-haired model to push her mouth down further on four arms cock and matching her sister at deepthroating 10 inches. Soon four arms had two hands on the back of each girls heads as he continued to fuck their mouths, enjoying the differences between the two sisters, while Mirajane was much more determined and was using her tongue to actively try and pleasure the cock in her mouth, the tightness of Lisanna's throat and the way it milked his cock was exquisite.

Placing a hand on the back of each girl's head he began to guide them up and down. Having noticed the spark of competitiveness in Mirajane earlier Four-arms decided to use that two his advantage.

"The first girl to take my cock to the base will get extra points when I pick a winner." No sooner had he uttered the challenge before Mirajane pushed forward taking as much as she could down her throat, but it appeared the model could only fit twelve inches just two inches short of the base. As Mirajane continued to try and choke down a foot of cock her sister was struggling barely being able to take more than the 10 inches already lodged down her gullet.

Pulling off of four arms cock, Lisanna activated her magic.

"Animal soul Snake." With a flash of light, Lisanna had transformed into her take over snake form. While her upper body looked the same except for a covering of green scales on her back and the back of her arms, her lower body had completely transformed into that of a snake. Using her now long tail to wrap around Mirajane and pull the model away Lisanna took each of four arms cocks in hand before opening her mouth wider than seemed possible. I long forked tongue came out to wrap around both cocks before Lisanna began to lean forward taking not one but both cocks into her mouth. Lisanna's tongue began to slide around and between both of four arms cocks as they sank deeper and deeper down her throat.

Four-arms watched in shock as Lisanna's throat was stretched out as she was able to take both his cocks at the same time, her throat gripping his cocks in a tight wet embrace as her tongue continued to slither all over them. Four-arms were shocked as he watched Lisanna slowly work her way to the base taking both fourteen-inch cocks all the way down her throat. Lisanna's blue eyes staring up at him as her tongue slid out of her stretched mouth to flick at his balls. It felt like Lisanna held him in her throat for an eternity, her tongue working his balls the entire time before she began to slowly pull back finishing with a kiss on the head of each cock.

"So did I win?. Said Lisanna as she winked up at Four-arms. Her only reply was two hands on her head pulling her down as Four-arms other two hands pointed both his cocks back at her mouth. Pulling her towards him and thrusting his hips Four-arms buried both cocks down Lisanna's throat again. Lisanna's blue eyes stared up at Four-arms as he held her head to his waist.

"You won a hard facefuck. I hope you enjoy it." Said Four-arms before he began to fuck Lisanna's throat, while Lisanna's transformation had allowed her to take both of four arms cocks down her throat, getting skull fucked by two fourteen-inch cocks was a different story. Tears ran from Lisanna's shit eyes as Ben used her face like it was a pussy, slamming in and out. Ben kept up his brutal assault on Lisanna's face for a solid twenty minutes before pulling out of her mouth and tossing the gasping girl to the side before turning to Mirajane.

"Your sister could take both my cocks at the same time. Let's see if you can match her." Said Four-arms as he reached down and picked Mirajane up. Turning her to face away from him Four-arms lined up his spit covered cocks with each of Mirajane's tight holes. With two of his hands wrapped around Mirajane's hips and the other two wrapped around her ankles as he held her in the air in front of his two massive cocks. Pressing the heads of his cocks against both of Mirajane's holes, Four-arms could feel the head's of his two massive cocks begin to push their way into the young model's tight holes. As he sank deeper and deeper into the girl Four-arms could feel his cocks rubbing against each other, a deep Groan was coming from Mirajane's open mouth as she was held suspended in the Air and her two lower holes were stretched to their limit. Thanks to Lisanna's spit from her earlier facefuck the cock in Mirajane's ass was able to slide into the woman with little resistance.

Four arms soon had Mirajane bouncing on his cocks at a breakneck pace. Her eyes were glazed over and her tongue hung out as her body hung limp in Four-arms hands. Mirajane's tits were bouncing up and down as she was slammed back and forth on the two 14 inch cocks stretching out her holes.

Lucy and Cana stood there wide eyes as they watched their friend being railed by not one but two of the largest cocks they had ever seen, not even in porn had they seen cocks anywhere near the size of the ones currently buried inside of Mirajane's. Lucy had always been attracted to the white-haired model, and she had had many wet dreams about Mirajane but not even her wildest dream could compete with what was happening right in front of her. Lucy could feel her pussy dampen and her hard nipples push out against the inside of her shirt.

Cana was in a similar state as Lucy, a dark damp spot over her crotch showed just how turned on she was by watching Mirajane, her own nipples clearly visible through her bikini top. Running her right hand down her stomach Cana slid her hand into her pants where she began to rub her clit through her panties. Biting her lip to keep from moaning Cana ground her fingers hard against her clit as she watched Mirajane and four-arms.

Mirajane was delirious she had cum so many times that she couldn't think straight, she had nearly passed out from the double pounding she was getting from Four-arms but luckily for her after about her fourth orgasm Lisanna had gotten up which had caught Four-arms attention which had led to Mirajane and Lisanna sandwiched together as Four-arms fucked them in tandem each of his large cocks, Mirajane and Lisanna tits were smashed together as they were fucked in tandem, each girl practically screaming in pleasure with each thrust of Four-arms hips. Fourteen inches of cock stretching out and reshaping each of the Strauss sisters holes.

Four-arms was in heaven the difference between the two sisters was amazing, while Lisanna was tighter and squeezed every inch of his cock as it slides in and out of her, milking him as if trying to keep him buried inside. Mirajane's pussy was hot and wet and he could slide in and out with little resistance. Both pussies were exquisite and amazing yet drastically different. Four arms could feel his orgasm approaching with each thrust and gathering both girls up in his arms he slammed them to the base on his cocks before unleashing a torrent of cum inside the two sisters pumping them full. Both girls screamed in pleasure as Four-arms pumped them full of cum before going limp from exhaustion and overstimulation.

Pulling out of the two sisters Four-arms laid the two fucked silly siblings on the ground before reverting back to Ben in a flash of red, turning back to the three girls staring wide eyes at him.

"So who's next." Said Ben with a cocky grin.

Cana was the first one to break the silence.

"Fuck it I really want that twenty million" reaching over onto the bar she grabbed the glass she had previously been drinking, turning it up she downed its contents in a few deep gulps before turning back to ben. Backed by the liquid confidence she had just drunk Cana took hold of her bikini top and pulled it over her head allowing her massive tanned tits to bounce free.

"So you going to transform again or we doing this like you are." Said Cana with a grin as she stopped in front of Ben, her hands on her hips and her prominent D cup breasts thrust out for all to see.

"Oh, I have something in mind." Said Ben as he turned the dial on his watch. Pushing down the dial there was a flash of green and in Ben's place stood what was for all intents a werewolf. Cana wished she had drunk a lot more now that she saw what was about fuck her because what was hanging between the wolf's legs was a massive fifteen-inch cock with a pointed too and a large bulbous knot at the base of it.

Blitzwolf wasted little time in pushing Cana down to her knees and presenting his massive cock to the kneeling girl. Blitzwolf pushed the tip of his cock against Cana's lips pushing forward he could feel as Cana's lips parted and her tongue rose up to meet the tip of his cock as he slowly pushed it into her mouth. Cana's mouth stretched wide as she tried to take Blitzwolf's massive cock into her mouth barely taking more than the head before her jaw hurt and she began to gag.

Trying not to be outdone by Mirajane or Lisanna but unable to take Blitzwolf's massive cock, Cana removed her mouth from the head of the cock and instead of sucking on it began to lick it starting at the base and traveling all the way up to the head. Trailing long slow licks along the length of Blitzwolf's cock pausing every now and then in order to pay extra attention to the knot at the base of the cock slathering it with her tongue as she slobbered all over the cock. Moving her hands from Blitzwolfs cock Cana reached down and took ahold of her breasts rising up and wrapping them around around the massive fourteen-inch cock in front of her. Moving her tits up and down Cana began to work the cock in front of her. With the massive size of the cock between her breasts, Cana still had several inches sticking out from between her breasts.

Taking advantage of the cocks huge size Cana leaned her head down and began to suck off the tip of the cock as she continued to work her tits up and down the cock. Fitting her mouth over the head of Blitzwolfs cock Cana began to work her tongue back and forth over the top of the cock savoring the taste of the precum oozing from the tip of the cock. Cana could hear Blitzwolf as he began to pant as his orgasm approached, swirling her tongue around Cana heard Blitzwolg give a howl of pleasure as his cock began to spew cum into her mouth. Cana was known as an alcoholic at the guildhall but she liked to think of herself as an alcohol connoisseur, though she had to admit she had never tasted anything nearly as good as the liquid the was currently flooding her mouth. Cana gulped down mouthful after mouthful of cum putting her years of chugging booze to good use as she drank down Blitzwolfers cum as fast as he pumped it out.

As the wolfman finally began to run dry he pulled his cock out of Cana's mouth, leaving the girl kneeling in the floor with a small trickle of cum running down her chin. Stroking his cock Blitzwolfer watched as Cana gave a hiccup before she licked up the cum on her chin she had missed. Feeling his cock begin to harden again Blitzwolf reached down and repositioned Cana onto all fours. Getting behind her Blitzwolf leaned forward pressing the end of his muzzle against Cana's folds before extending his tongue and lapping at Cana's wet lips. As Blitzwolfs tongue began to delve deep into Cana's folds, the girl began to moan in pleasure as the rough tough delved deep into her pussy. Blitzwolfs continued to lap at Cana's pussy causing the girl to writhe and moan, every couple of licks Blitzwolf would move up and lap at Cana's asshole causing the girl to throw her head back and scream in pleasure.

Deciding that Cana was appropriately worked up, Blitzwolf pulled back from Cana's dripping pussy. Licking the girl's juices from his Lips Blitzwolf took ahold of his cock and pointed the tip at Cana's pussy rubbing it up and down along Cana's slit.

"I always liked doggy style or should I say wolfy style." Said Blitzwolfer with a chuckle.

Cana looked back deadpan over her shoulder. "Are you going to make stupid puns or are you going to fuck meeee!" As Cana was finishing her sentence Blitzwolf shoved his cock deep into Cana's pussy. Taking ahold of Cana's hips Blitzwolf began to fuck her in Ernest all 14 inches of his cocks stretching out Cana's pussy.

Cana had never felt pleasure like this before with the massive cock of Blitzwolf stretching her to the limit. Pleasure shot through her with every thrust as her mind was on the verge of breaking from the sheer amount of pleasure she was experiencing. As Blitzwolf continued to increase the pace at which he was fucking Cana she soon felt the Knot at the base of his cock pressing against her pussy lips causing them to stretch even further than she thought was possible. With each thrust Blitzwolf pushed his knot harder and harder against Cana's pussy before with one powerful thrust Blitzwolf shoved his knot into Cana's pussy. Cana threw her head back and screamed as Blitzwolf's knot stretched out her pussy and locked the two together.

As Cana and Blitzwolf were locked together fucking, Mirajane and Lisanna were finally starting to rouse from their unconscious state. Getting onto all four Mirajane climbed on top of her sister in the sixty-nine position placing her cum filled pussy in front of Lisanna's groggy face, before shoving her face into her sister's equally cum filled pussy.

Noticing the two sisters writhing around on the ground Blitzwolf decided to get a better position so that he could watch the two sisters as he fucked Cana. Standing up the Knot at the base of his cock caught on Cana's pussy lips and lifted the girl up where she was left dangling from Blitzwolfs waist.

"Wait, we're stuck together you can't," yelled Cana as she was left hanging between Blitzwolf's legs.

"Hey Cana, just keep hanging in there." giggled Lucy as she watched her friend frantically flailing around from where she was hanging.

"Oh sorry." Said Blitzwolf as he grabbed Cana by the waist and lifted her up. "I guess we should finish up." With Cana now positioned in front of him, Blitzwolf was able to return to fucking her at the same pace he had set before. Moving his hands from Cana's waist to her wrist Blitzwolf began pulling her back into each thrust hammer Cana with all his might.

Cana could do nothing more than moan as Blitzwolf fucked her senseless her tits were bouncing wildly as she was flung up and down the knot on Blitzwolf's cock keeping her locked in place as the wolfman let loose. Cana was beginning to see black spots when she heard Blitzwolf howl and his cock began to spew another torrent of cum inside of her pussy. Cana fell limp only being held up by her arms and Blitzwolf's cock holding her up as she was filled with cum. Due to the knot sealing Cana's pussy none of the cum filling Cana's pussy could escape and as Blitzwolf released more and more soon Cana's stomach began to swell up as if she were pregnant.

"No to much cum." groaned Cana before with a pop her pussy was pushed off of Blitzwolf's cock and she was thrown forward on the ground in a splash of cum. Cana laid panting on the ground in a pool of cum as even more cum leaked from her pussy.

Stepping away from Cana there was a flash of red as Ben returned to his human form and inspected the two women left in front of him. Smiling at Lucy and Brandish Ben turned the dial on his watch and pushed it down selecting an Alien at random.

**As always leave a comment or Pm me if you have any ideas for a future chapter or story you would like to see. you can also contact me on discord with the link nSwsVnu.**


End file.
